FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2022

FAIR VALUE MEASUREMENTSThe Company carries certain assets and liabilities at fair value on a recurring basis on its consolidated balance sheets. The following table shows the fair values of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022:


	As of December 31, 2022
	Balance		Level 1		Level 2		Level 3
Foreign exchange derivative assets	$	12,191	$	—	$	12,191	$	—
Rights to acquire noncontrolling interest in consolidated subsidiaries	334		—		—		334
Total assets measured at fair value on a recurring basis	$	12,525	$	—	$	12,191	$	334

Foreign exchange derivative liabilities	$	9,350	$	—	$	9,350	$	—
Contingent consideration	24,308		—		—		24,308
Total liabilities measured at fair value on a recurring basis	$	33,658	$	—	$	9,350	$	24,308

The following table shows the fair values of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021.


	As of December 31, 2021
	Balance		Level 1		Level 2		Level 3
Foreign exchange derivative assets	$	1,429	$	—	$	1,429	$	—
Rights to acquire noncontrolling interest in consolidated subsidiaries	6,093		—		—		6,093
Total assets measured at fair value on a recurring basis	$	7,522	$	—	$	1,429	$	6,093

Foreign exchange derivative liabilities	$	5,849	$	—	$	5,849	$	—
Contingent consideration	23,114		—		—		23,114
Total liabilities measured at fair value on a recurring basis	$	28,963	$	—	$	5,849	$	23,114

The foreign exchange derivatives are valued using pricing models and discounted cash flow methodologies based on observable foreign exchange data at the measurement date. See Note 6 “Derivative Financial Instruments” for additional information regarding derivative financial instruments.

As part of the acquisition of Emakina, the Company acquired rights to purchase certain noncontrolling interests in consolidated subsidiaries of Emakina in exchange for future cash payments determined by the future profitability of certain subsidiaries. The Company determines the fair value of these rights by (i) estimating the fair value of the noncontrolling interests in consolidated subsidiaries by applying an EBITDA multiple adjusted for a lack of control and marketability, less (ii) the fair value of expected future payments to settle the related contractual obligations. The Company purchased the majority of the noncontrolling interest in consolidated subsidiaries during the year ended December 31, 2022.

The Company determines the fair value of the contingent consideration using Monte Carlo simulations or probability-weighted expected return methods. The fair value of the contingent consideration for the PolSource acquisition attributable to future revenues and earnings was measured utilizing a Monte Carlo simulation, based on future revenue and earnings projections of the business, revenue volatility and asset volatility of comparable companies, and a discount rate. The discount rate used to determine the fair value of this contingent consideration was 0.4% as of the acquisition date. The fair value of the contingent consideration for the PolSource acquisition attributable to future operating metrics was measured using a probability-weighted expected return method, based on the expected future payments using the earnout formula and performance targets specified in the purchase agreement and adjusting those estimates to reflect the probability of their achievement. The weighted average estimated future payments were then discounted to present value using a rate based on EPAM’s cost of debt. The discount rate used to determine the fair value of this contingent consideration was 0.4% as of the acquisition date.

The fair value of the contingent consideration liabilities for all other acquisitions was determined using a probability-weighted expected return method and is based on the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. Although there is significant judgment involved, the Company believes its estimates and assumptions are reasonable. In determining fair value, the Company considered a variety of factors, including future performance of the acquired businesses using financial projections developed by the Company and market risk assumptions that were derived for revenue growth and earnings before interest and taxes. The Company estimated future payments using the earnout formula and performance targets specified in the purchase agreements and adjusted those estimates to reflect the probability of their achievement. Those weighted average estimated future payments were then discounted to present value using a rate based on the weighted average cost of capital of guideline companies. The discount rate used to determine the fair value of contingent consideration for the 2022 Acquisitions ranged from a minimum of 13.0% to a maximum of 15.0%. The discount rate used to determine the fair value of contingent consideration for the CORE acquisition was 13.0%. The discount rates used to determine the fair value of contingent consideration for the Other 2021 Acquisitions ranged from a minimum of 15.0% to a maximum of 22.0%. The discount rates used to determine the fair value of contingent consideration for the 2020 Acquisitions ranged from a minimum of 15.5% to a maximum of 17.5%. Changes in financial projections, market risk assumptions, discount rates or probability assumptions related to achieving the various earnout criteria would result in a change in the fair value of the recorded contingent liabilities. Such changes, if any, are recorded within Interest and other income/(loss), net in the Company’s consolidated statement of income.

A reconciliation of the beginning and ending balances of Level 3 contingent consideration liabilities using significant unobservable inputs for the years ended December 31, 2020, December 31, 2021 and December 31, 2022 are as follows:


	Amount
Contingent consideration liabilities as of January 1, 2020	$	10,495
Acquisition date fair value of contingent consideration — 2020 Acquisitions	5,292
Changes in fair value of contingent consideration included in Interest and other income/(loss), net	1,827
Payment of contingent consideration for previously acquired businesses	(9,619)
Effect of net foreign currency exchange rate changes	(525)
Contingent consideration liabilities as of December 31, 2020	$	7,470
Acquisition date fair value of contingent consideration — PolSource acquisition	35,400
Acquisition date fair value of contingent consideration — CORE acquisition	4,007
Acquisition date fair value of contingent consideration — Emakina acquisition	213
Acquisition date fair value of contingent consideration — Other 2021 Acquisitions	17,629
Changes in fair value of contingent consideration included in Interest and other income/(loss), net	8,782
Payment of contingent consideration for previously acquired businesses	(50,000)
Effect of net foreign currency exchange rate changes	(387)
Contingent consideration liabilities as of December 31, 2021	$	23,114
Acquisition date fair value of contingent consideration — 2022 Acquisitions	2,645
Changes in fair value of contingent consideration included in Interest and other income/(loss), net	11,101
Payment of contingent consideration for previously acquired businesses	(11,328)
Effect of net foreign currency exchange rate changes	(1,224)
Contingent consideration liabilities as of December 31, 2022	$	24,308

See Note 2, “Impact of the Invasion of Ukraine” for discussion of the nonrecurring level 3 fair value assessment used in the impairment tests of long-lived assets in Russia.

Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis

Estimates of fair value of financial instruments not carried at fair value on a recurring basis on the Company’s consolidated balance sheets are generally subjective in nature and are determined as of a specific point in time based on the characteristics of the financial instruments and relevant market information. The Company uses the following methods to estimate the fair values of its financial instruments:

•for financial instruments that have quoted market prices, those quoted prices are used to estimate fair value;

•for financial instruments for which no quoted market prices are available, fair value is estimated using information obtained from independent third parties, or by discounting the expected cash flows using an estimated current market interest rate for the financial instrument;

•for financial instruments for which no quoted market prices are available and that have no defined maturity, have a remaining maturity of 360 days or less, or reprice frequently to a market rate, the Company assumes that the fair value of these instruments approximates their reported value, after taking into consideration any applicable credit risk.

The generally short maturities of certain assets and liabilities result in a number of assets and liabilities for which fair value equals or closely approximates the amount recorded on the Company’s consolidated balance sheets. Such financial assets and liabilities that are not carried at fair value on a recurring basis on the Company’s consolidated balance sheets are cash equivalents, restricted cash, short-term investments, employee loans and debt (Note 10 “Debt”).

The following tables present the estimated fair values of the Company’s financial assets and liabilities not measured at fair value on a recurring basis as of the dates indicated:


					Fair Value Hierarchy
	Balance		Estimated Fair Value		Level 1		Level 2		Level 3
December 31, 2022
Financial Assets:
Cash equivalents:
Money market funds	$	312,321	$	312,321	$	312,321	$	—	$	—
Total cash equivalents	$	312,321	$	312,321	$	312,321	$	—	$	—
Restricted cash	$	2,292	$	2,292	$	2,292	$	—	$	—
Time deposits included in Short-term investments	$	60,336	$	60,336	$	—	$	60,336	$	—
Financial Liabilities:
Short-term debt	$	2,861	$	2,861	$	—	$	2,861	$	—
Borrowings under 2021 Credit Agreement	$	25,000	$	25,000	$	—	$	25,000	$	—
Other long-term debt	$	2,693	$	2,693	$	—	$	2,693	$	—
Deferred consideration for asset acquisition	$	53,636	$	53,636	$	—	$	53,636	$	—


					Fair Value Hierarchy
	Balance		Estimated Fair Value		Level 1		Level 2		Level 3
December 31, 2021
Financial Assets:
Cash equivalents:
Money market funds	$	78,302	$	78,302	$	78,302	$	—	$	—
Total cash equivalents	$	78,302	$	78,302	$	78,302	$	—	$	—
Restricted cash	$	2,722	$	2,722	$	2,722	$	—	$	—
Employee loans	$	818	$	818	$	—	$	—	$	818
Financial Liabilities:
Short-term debt	$	16,018	$	16,018	$	—	$	16,018	$	—
Borrowings under 2021 Credit Agreement	$	25,000	$	25,000	$	—	$	25,000	$	—
Other long-term debt	$	5,234	$	5,234	$	—	$	5,234	$	—

Non-Marketable Securities Without Readily Determinable Fair Values

The Company holds investments in equity securities that do not have readily determinable fair values. These investments are recorded at cost and are remeasured to fair value based on certain observable price changes or impairment events as they occur. The carrying amount of these investments was $28.4 million and $27.5 million as of December 31, 2022 and December 31, 2021, respectively and is classified as Other noncurrent assets in the Company’s consolidated balance sheets.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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